ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday.  I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards: In proposing this policy change, ISS cites surveys that reflect an increase in the time commitment required for board service. ISS

Society Warns ISS That Overboarding Policy Change Will Hurt Women And Minority Directors

Recently, I criticized ISS’ proposed changes to its policy on “overboarding”.  Therefore, I was pleased to see that I wasn’t a lone voice crying in the wilderness.  The Society of Corporate Secretaries and Governance Professionals also submitted a comment letter to ISS.  The Society echoed my observation that ISS had provided no evidentiary support for

The California Political Contribution Case That 19 Law Professors Missed

Earlier this week, I wrote about an amicus curiae brief submitted by 19 law school professors Friedrichs v. Cal. Teachers Ass’n, a case now pending before the United States Supreme Court.  In particular, I questioned whether these academics properly described the holding Finley v. Superior Court, 80 Cal. App. 4th 1152 (2000).  The professors claimed that the case represented a “rare example” of a

Did 19 Law Professors Get The Business Judgment Rule Wrong?

In yesterday’s post, I wrote about the amicus curiae brief filed by 19 law school professors in Friedrichs v. California Teachers Ass’n, a case now pending before the United States Supreme Court.  Being a California corporate lawyer, I was interested in the following description of a California Court of Appeal case: A rare example, in which the

What 19 Eminent Law Professors Would Have You Believe

UCLA Law School Professor Stephen Bainbridge yesterday highlighted an amicus curiae brief filed recently by 19 law professors in Freidrichs v. California Teachers Ass’n.  That case, which is now pending before the U.S. Supreme Court, is concerned with the constitutionality of agency-shop arrangements.  The law professors argue: Because of how capital is saved and invested in corporations, most

I’m Guessing That The DOL Didn’t Have in Mind Negative Weighing Of ESG Factors

In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value.  I therefore raised the question of whether the administrators of public pension funds, such as CalPERS and CalSTRS, breaches their fiduciary duty when making investments based on environmental, social and governance

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services.  As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to directors who sit on too many boards.  The following table summarizes ISS’ current and proposed policy with respect to recommending votes against directors

Chancellor Bouchard Rules There Can Be No Ratification Without Works

In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith.  The case involved a stockholder challenge to the decision by the board of directors of Facebook, Inc. to approve the compensation of

Why Not Let The Market Decide The Frequency Of Earnings Reports?

In an Op-Ed published yesterday by The Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They would replace the first and third quarter Form 10-Qs with “news releases explaining material changes in their revenues and earnings, paired with two streamlined

Benefit Corporation Files For Initial Public Offering

A few years ago, I participated in the drafting of California’s Flexible Purpose Corporation Act, Cal. Corp. Code § 2500 et seq.  In 2014, the legislature changed the name to “Social Purpose Corporations Act”.  SB 1301 (DeSaulnier).  The purpose of the act was (and still is) to provide an alternate form of corporation that provided greater flexibility